SPEAR TECHNOLOGIES, INC.
SERIES C PREFERRED STOCK PURCHASE AGREEMENT
March __, 2000
This Series C Preferred Stock Purchase Agreement (this "Agreement") is entered into as of the date set forth
above between Spear Technologies, Inc., a California corporation (the "Company") and the undersigned
purchaser ("Purchaser"). The parties hereby agree as follows:
AUTHORIZATION AND SALE OF SECURITIES
Authorization. The Company has authorized the sale and issuance pursuant to the terms and conditions hereof of
up to _________________________ (...........) shares of its Series C Preferred Stock (the "Securities") having
the rights, restrictions, privileges and preferences set forth in the Second Amended and Restated Articles of
Incorporation (the "Restated Articles") to be filed with the California Secretary of State in substantially the form
attached hereto as Exhibit A.
Sale of Securities. Subject to the terms and conditions hereof, the Company will issue and sell to Purchaser, and
Purchaser will purchase from the Company, the number of Securities set forth above in exchange for the
surrender of the warrant issued by the Company to Purchaser dated as of November 14, 1997 (the "Warrant").
Surrender of the Warrant shall occur immediately prior to the closing.
Closing. The closing of the purchase by the Purchaser and the sale by the Company of the Securities shall be held
at the offices of Gray Cary Ware & Freidenrich LLP, counsel to the Company, at 4365 Executive Drive, Suite
1600, San Diego, CA, 92121, on March ___, 2000, or at such other time and place as the Company and
Purchaser may agree in writing. The closing referred to in this Section 2.1 shall be hereinafter referred to as the
"Closing" and the date thereof shall be the "Closing Date."
Delivery. At the Closing, in exchange for the surrender of the Warrant, the Company will issue the Securities and
deliver to Purchaser a certificate in such Purchaser's name representing the Securi